Frequently Asked Questions

General

Product

Industry & Legal

General

Do you perform the KYC/AML accreditation yourselves?

No. We partner with KYC/AML companies and enable them to make their proprietary solutions applicable to blockchain-based engagements.

Who are your customers?

  • Broker-Dealers
  • Custodians
  • Accounting/Auditing firms
  • Venture-funded companies and SMBs looking to free up capital
  • Companies looking to tokenize any part of their business

Who are your partners?

  • Currently we have signed agreements with:
    • Polymath
    • PrimeTrust
    • Entoro
    • VerifyInvestor.com
    • EarlyIQ
    • OpenFinance
  • There are a number of additional agreements under negotiation and we will post them as they are finalized. Additionally, if there is a specific company you would like us to work with, we are more than happy to have the discussion with you.

How are you different than a distributed whitelist?

Whitelists are static and require constant manual updating of address eligibility across multiple platforms. Attempting to synch these efforts across potentially millions of investors and thousands of platforms is untenable. Vertalo links an individual to their proven wallet address, confirming individual ownership of a single wallet address. This makes ongoing KYC/AML procedures more efficient, saving time and money. It also makes it extremely difficult for bad actors to continually spin up addresses at no cost.

What is your business model?

We are a B2B SaaS solution offering a subscription-based model. Request a demo and more information for detailed pricing.

What is your technology stack?

  • Web: Javascript / React / Redux
  • Middleware/Services: Clojure, Nginx
  • Infrastructure: AWS, Terraform, FreeBSD
  • Blockchain: Ethereum / Solidity
  • Misc: Node.js

What browsers do you support?

Vertalo’s UI/UX has been heavily tested using Chrome. All browsers are supported, and we are continuing to optimize all users’ experience across the most commonly used web browsers.

Do you recommend a specific blockchain wallet?

We do not recommend a specific wallet, and are currently compatible with any ERC-20 compatible wallet. The Vertalo platform has been designed to be wallet agnostic, and we will continue to roll out enhanced compatibility.

Do you support jurisdictions other than the U.S.? If not, do you have plans to do so?

We are initially focused on the U.S. because it is the single largest securities market, and arguably, the most influential. The Vertalo solution is designed to seamlessly integrate any jurisdiction through targeted KYC/AML provider partnerships. After establishing Vertalo in the U.S. market, we are excited to expand our offering to many all 255+ jurisdictions globally.

Can I invest in your company?

You can reach out to our team at info@vertalo.com to learn more. Please provide some details around your level of interest and we will get back to you ASAP.

How do you help me reduce risk?

Vertalo helps you meetensures KYC/AML regulatory requirements can be met despite the pseudonymity of blockchain wallets. Additionally, investor eligibility is written on chain and proof of wallet ownership significantly lowers the likelihood of having a bad actor in an investment.

Can you help me perform a Reg D token offering?

Yes we can. Feel free to connect with us at info@vertalo.com and provide some details on your offering. We’ll get in touch to discuss further.

Can you have multiple wallets per person

Yes, individuals can have multiple wallets, but they must register each wallet they wish to hold security tokens in.

How often do you need to test if someone owns or controls a wallet

This is not something that Vetalo determines, we abide by the broker deal or issuers decision. This depends on the broker deal or issuer preferences. US accreditation typically qualifies a renewal every 90 days. Each BD/issuer rules are based on their own qualification and risk factors.

Can a Broker—dealer see who an investor is working with?

You are able to see all the deals that a customer is in with you (BD), ou, as a Broker-Dealer, are unable to see an investor’s participation in deals with other Broker. In the future, each investor may have the option to opt in for visibility to multipe broker-dealers.

Can a broker-dealer delete an investor?

  • Once a coin is issued an investor can not be deleted from the deal, because the investor is then a shareholder.
  • Yes, a BD can delete someone from a potential deal, and delete them as a potential customer.
  • The individual holds their account, so no one can delete an investor’syour account without consenton your behalf.

Who pays for the service?

The broker-dealer or issuing platform pays for Vertalo.

How much does it cost?

Vertalo is a subscription based product. There is a $5,000 set-up fee with $1,000 monthly subscription minimum across all user accounts with a $3 a month charge per ledger account entry.

Are you a KYC/AML provider?

We are not a KYC/AML provider, Vertalo partners with off chain KYC/AML providers to bring those results on chain. We write a flag to the chain to confirm eligibility.

Are you an issuance platform?

Though Vertalo’s primary function is not an issuance platform we have the functionality to create wallets and issue tokens for our users. We also partner with issuing platforms, to fit the needs of our users.

How do you deal with institutional delegation of an account?

We give read only and admin roles to delegates.

What does the Security Token Ecosystem look like?

View our map of the security token ecosystem.

Product

What kinds of wallets do you support?

Vertalo is wallet agnostic and can support any blockchain or token protocol.

How do you persistently verify wallet ownership?

Our process involves intermittently sending unscheduled challenges (micro deposits) to a given wallet. These challenges are written to the chain, and until a response is received, the wallet will not be (re)verified.

What about wallet history? How do you make sure no bad actions took place before the wallet holds a security?

The cleanliness of the wallet and background of the individual will show up on on the background check during KYC/AML accreditation. The ownership of the KYC/AML accreditation is held by the individual, which limits their ability to regularly spin up new wallets that are clean.

How do you integrate with partners?

Standard integration is via API, and we offer a number of integration options based on your needs and offerings. Reach out to us to schedule a demo and learn more about how integrations are done.

If I use you, do I have access to market my deals to every investor in your database?

Yes, every deal you are eligible will be shown to you. To see what this looks like in action check out our deal demo.

How do you work with someone like PrimeTrust/Harbor/Polymath/etc?

Full wallet and email address integration for Broker-Dealers and Issuers. Verification of investor wallet, including proof of ownership, for inbound payment in cryptocurrencies. Investor CRM, compliance management, and communications capability for the life-cycle of a deal.

How do you support compliant secondary trading?

Vertalo is compatible with all token protocols, and all tokens adhere to an issuing protocol. All of these protocols rely on the ability to call an external set of rules to determine whether or not the holders are eligible to trade a given token. Rather than use a whitelist, Vertalo makes a subset of data available on-chain to satisfy the test of eligibility. Putting KYC/AML vendor data on chain which is critical to allow exchanges to maintain the lowest level of friction in trading.

What data do you write to the blockchain?

Vertalo writes “flags” as provided by our KYC/AML partners. These flags are tied to a hashed ID created when a user registers with Vertalo. No PII is written to the blockchain, and all data is verifiable.

When an investor registers their address(s) with Vertalo, do they have to pay gas costs? What if they haven’t funded their address?

As part of the Vertalo Registry service, gas costs are covered for the individual investor. This makes registration even easier for investors who may be new to digital assets or have always used a custodial wallet instead of their own personal one.

Industry & Legal

What is Rule 144?

Under Section 5 of the Securities Act of 1933, all offers and sales of securities must be registered with the SEC or qualify for some exemption from the registration requirements. If you have acquired restricted securities (such as securities isssued under Regulation D) or hold control securities and want to publicly sell them, you may need to make special efforts to show that your public sales are exempt from registration.

Rule 144 provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time. But even if you’ve met the conditions of the rule, you can’t sell your restricted securities to the public until you’ve gotten a transfer agent to remove the legend.

I’m not planning an offering in the U.S. Do I still need to work with someone like Vertalo?

If you anticipate allowing investors from the U.S. to engage with your platform or, if after performing an issuance, you want to utilize your funds in the U.S., then yes, you need to work with us.

How do you handle supporting the transferability of token in the event of death, divorce, or some other forcible trade?

Regardless of token protocol, the rules associated with token transferability will be written outside of the token itself. And, because Vertalo is compatible with all token protocols, and user eligibility data is managed at the individual level by the user himself, support for fringe cases exists.

What is the most common Reg used when issuing an STO and why?

Under Section 5 of the Securities Act of 1933, all offers and sales of securities must be registered with the SEC or qualify for some exemption from the registration requirements. One of the most tried and tested way to raise money without filing a S-1 or going through the lengthy SEC registration process is through an exemption from registration is called Regulation D. Under Rule 506(b) or 506© a company can hold a private security token offering and raise an unlimited amount of capital from accredited investors inside and outside of the United States. Accredited Investors are generally defined as people who make $200,000 a year and have a net worth of at least $ 1 million. Such investors are issued restricted securities that can only be traded with the issuer’s consent and be held for a period of up to one year before they become more freely tradable under Rule 144.

So, in the world of tokens, an issuer needs to 1) do KYC/AML checks on its investors, 2) be satisfied that the investors are in fact accredited investors, 3) work with an issuance platform that has the technical know how to “lock up” tokens so that they can not be traded in the first year without the issuer’s consent, and 4) maintain a registry of its holders so that it can communicate with its investors. Our company Vertalo can help with these compliance and customer relationship management issues. Assuming you want to raise money quickly by relying on a private placement exemption such as Reg D but also want the tokens to be tradable and usable on your network in less than a year’s time, you may want to avail yourself of Regulation A right after you complete your Reg D fund raise. Regulation A allows an issuer to raise up to $50 million a year and, while it is not cheap, it is much cheaper to do than a S-1 filing used for traditional IPOs.

Any investor can buy your tokens – not just accredited investors. Reg A filings will be reviewed by SEC staff and an issuer will know about any perceived deficiencies before putting the tokens out to the public thereby avoiding tail risk from the SEC and plaintiffs’ attorneys later on. Again, Vertalo can help with maintaining a register of owners and providing communications tools for such tokens offered under Reg A.

I’m not planning an offering in the U.S. Do I still need to work with someone like Vertalo?

If you are truly not offering to or touching any U.S. investors then you may not be subject to U.S. laws. You may, however, be subject to the laws of the countries you are making your offering in. Regardless of whether you are subject to U.S. laws you may still want to or be obligated to always know who your investors are, do KYC/AML checks on them and have a way to communicate with such investors/token buyers. We can help with those aspects of your issuance.

How does existing US securities law differentiate between a security token and a utility token?

The quick answer is that US securities laws generally do not distinguish between a token and a security - in other words, most tokens issued to date and in the foreseeable future are securities. By now most people involved in this space have heard of the SEC Chairman’s sworn statement in the U.S. Senate: “I believe every ICO I’ve seen is a security.”

Disclaimer: The information in this FAQ is for informational purposes only and does not constitute and is not intended to constitute advertising, solicitation, or legal advice. No representation is made regarding the accuracy of the information, which may or may not reflect the current state of the law or of the most current legal developments. The information in this FAQ may or may not be changed without notice and is not guaranteed to be complete, correct or up-to-date.